23 May 2018 16:16
23 May 2018
Medica Group Plc
Result of Annual General Meeting
Medica Group Plc (LSE: MGP, "Medica" or the "Company") announces that, at its Annual General Meeting held at the offices of Eversheds Sutherlands (International) LLP at One Wood Street, London at 10.00 a.m. today, all resolutions put to the meeting were duly passed.
Resolutions | For (including discretionary votes) | % of votes | Against | % of votes cast | Votes cast as a % of relevant shares in issue | |
Ordinary business | ||||||
1 | To receive and adopt the annual report and accounts of the Company and its subsidiaries for the year ended 31 December 2017 | 90,012,191 | 99.61 | 355,452 | 0.39 | 81.33 |
2 | To re-appoint Grant Thornton UK LLP as auditors to the Company | 90,077,229 | 99.68 | 290,413 | 0.32 | 81.33 |
3 | To authorise the Directors to determine the remuneration of the auditors of the Company | 90,366,342 | 99.99 | 1,301 | 0.01 | 81.33 |
4 | To declare a final dividend for the year ended 31 December 2017 of 1.1p per ordinary share | 90,367,643 | 100 | - | - | 81.33 |
5 | To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2017 | 48,860,702 | 54.07 | 41,498,640 | 45.93 | 81.32 |
5A | To approve the Directors' Remuneration Policy in the form set out in the Directors' Remuneration Report | 89,681,853 | 99.25 | 677,489 | 0.75 | 81.32 |
Special business | ||||||
6 | General authority to allot shares pursuant to Section 551 Companies Act 2006 | 90,094,299 | 99.99 | 8,398 | 0.01 | 81.09 |
7* | Disapplication of pre-emption rights (5% general authority) | 79,380,605 | 87.84 | 10,987,038 | 12.16 | 81.33 |
8* | Disapplication of pre-emption rights (5% additional authority for an acquisition or specified capital investment) | 79,103,170 | 87.53 | 11,264,472 | 12.47 | 81.33 |
9* | Authority for on-market purchases of up to 10% of issued share capital | 90,089,208 | 99.69 | 278,434 | 0.31 | 81.33 |
10* | Authority to call general meetings at 14 clear days' notice | 90,201,804 | 99.82 | 165,839 | 0.18 | 81.33 |
11 | Approve the rules of the Medica Group PLC Company Share Option Plan 2018 | 89,683,891 | 99.25 | 675,451 | 0.75 | 81.32 |
* Passed as a special resolution of the Company; all other resolutions were passed as ordinary resolutions of the Company.
N.B. Percentage of Votes cast excludes withheld votes. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
The Board is pleased to have received shareholder support for all the resolutions proposed at the AGM. The Remuneration Policy was passed with 99% votes in favour. However, the Company recognises the lower level of support it has received for the advisory vote on its Directors' Remuneration Report.
The Company's Remuneration Committee, which is keen to foster an open and transparent approach to remuneration, spent a significant amount of time during the period (including before the IPO) in finalising executive remuneration arrangements to ensure these were appropriate for Medica and reflected best practice.
The Remuneration Committee understands that the votes against are attributable, in large part, to concerns regarding the level of disclosure in relation to the LTIP targets. Medica is committed to providing a level of disclosure that is acceptable to shareholders. The Board have reflected on the comments received from shareholders and whilst it was always the intention to publish the targets at the conclusion of the performance period, we now expect to bring this forward and publish the targets for the previous year in the relevant Annual Report. This will commence from next year's report which will include the performance criteria for the 2017 and 2018 award.
The number of Ordinary Shares in issue on 23 May 2018 at 10.00 a.m. was 111,111,114. Shareholders are entitled to one vote per share.
The full text of the resolutions can be found in the Notice of AGM on the Company's website (www.medicagroup.co.uk).
A copy of this announcement will shortly be available for inspection at the National Storage Mechanism document viewing facility at www.morningstar.co.uk/uk/NSM.
Enquiries:
Medica Group: | +44 (0)33 33 111 222 |
John Graham, Chief Executive Officer | |
Tony Lee, Chief Financial Officer | |
Investec Bank plc | +44 (0)20 7597 5970 |
Sara Hale Daniel Adams | |
Henry Reast Edward Thomas David Herring | |
FTI Consulting | +44 (0)20 3727 1000 |
Brett Pollard | |
Ben Atwell | |
Victoria Foster Mitchell | |
Robert Winder |
About Medica
Medica is the UK market leader by revenue in the provision of teleradiology services, providing outsourced interpretation and reporting on MRI (magnetic resonance imaging), CT (computerised tomography) and plain film (x-ray) images. The Company currently offers three primary services to hospital radiology departments: NightHawk, an out-of-hours service, routine cross-sectional (Routine CS) reporting on MRI and CT scans, and routine plain film (Routine PF) reporting on x-ray images.
Medica has developed a bespoke secure IT platform that provides market-leading linkage between a hospital's Radiology Information System (RIS) and Consultant Radiologists who contract with Medica. Direct RIS access ensures that the full wider patient information is available and reviewed with every report.
The Company contracts with the largest pool of consultant radiologists outside of the NHS and has been trusted to provide more than 1.5 million examinations annually across its customer base of more than 100 NHS Trusts and various private hospital groups and diagnostic imaging companies. For more information please visit www.medicagroup.co.uk
About teleradiology
Teleradiology is the electronic transmission of radiological patient images, including plain film (x-rays), CT scans and MRI scans, from one location to another for the purposes of diagnostic interpretation and reporting.